Governance & Compliance Insider

Glass Lewis Releases Its 2017 Policy Guidelines

Kimberley R. Anderson

Glass Lewis released its updated policy guidelines for the 2017 proxy season for several countries, including the United States and Canada.  The most significant change in the United States guidelines relates to director overboarding and was expected.  The changes to the United States guidelines include: Director Overboarding Policy As indicated in last year’s guidelines, in 2017, Glass Lewis will generally recommend voting against a director...

Act Now! Glass Lewis Opens Its Issuer Data Report Service Enrollment

Kimberley R. Anderson

On November 17, 2016, Glass Lewis opened enrollment for its 2017 Issuer Data Report (IDR) program.  This program will cover companies in the United States, Canada, United Kingdom, Switzerland, Norway and all EU countries on a first-come, first-served basis.  Space is limited, so the enrollment will close on the earlier of January 6, 2017, or as soon as the annual limit for each of the...

SEC Allows Companies to Conduct a Generally Solicited Securities Offering Immediately Following a Privately-Solicited Offering

Christopher L. Doerksen

On November 17, 2016, the SEC issued a new interpretation stating that a company may conduct a generally solicited offering of securities under Rule 506(c) immediately following a completed securities offering made in reliance upon Rule 506(b), without invalidating the prior offering.  The SEC’s new interpretation will give companies more flexibility in their financing plans, allowing them to potentially take advantage of the best of...

First U.S. Proxy Access Nominee

Jason Brenkert

On November 10, 2016, GAMCO Asset Management filed a Schedule 13D/A and 14N announcing that it had used the proxy access bylaw at National Fuel Gas to nominate a director candidate for election to NFG’s board at the upcoming 2017 annual meeting of shareholders.  This nomination appears to be the first use of proxy access bylaws by a shareholder to nominate a director in the...

SEC Staff Makes Life a Little Easier for Reporting Companies by Permitting Annual Reports to Shareholders to be posted on Company Websites

Jason Brenkert

On November 3, 2016, in a new C&DI, the SEC Staff stated they will not object if a company posts an electronic version of its annual report to shareholders on its corporate web site by the dates specified in Rule 14a-3(c), Rule 14c-3(b) and Form 10-K, respectively, in lieu of mailing paper copies or submitting it on EDGAR. The report must remain accessible for at...

SEC Clarifies Baby Shelf Rules

Michael Newton

The Securities and Exchange Commission (“SEC”) recently issued a new compliance and disclosure interpretation (the “New C&DI”) in Question 116.25 regarding the availability of Form S-3 for the registration and sale of shares by companies with public float less than $75 million. Instruction I.B.6(a) to Form S-3 states that if a registrant has a public float of less than $75 million, the registrant may only...

ISS Rebrands “QuickScore” to “QualityScore,” Adds and Updates Governance Factors

Cam C. Hoang

Institutional Shareholder Services (ISS) is rebranding its governance scoring solution “ISS QuickScore” to “ISS QualityScore,” though the underlying methodology appears very similar.  As in the past, covered companies can review, verify and provide feedback on the data used to determine their scores via a complimentary Data Verification tool accessed through the Governance Analytics platform.  See instructions for accessing the Data Verification tool here. Data verification...

SEC Proposes Universal Ballots in Contested Elections

Kimberley R. Anderson

On October 26, 2016, in a split vote, the SEC proposed the mandated use of universal ballots in contested director elections at annual meetings. The proposed rules were controversial even before they were proposed – the House of Representatives approved a spending bill this summer that included a provision prohibiting the SEC from proposing or implementing the use of the universal ballots in contested elections....

New CDIs Help Issuers With Pay Ratio Disclosure, A Little

Whitney Holmes

On October 19th, the SEC released five new Compliance and Disclosure Interpretations (“CDIs”) relating to the upcoming “Pay Ratio Disclosure” requirements in Item 402(u) of Regulation S-K. Item 402(u) Pay Ratio Disclosure requirements, mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act, require each covered public company to make annual disclosure of the ratio of its principal executive officer’s total annual compensation to...